SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File
No. 1-5210
AMERISTEEL CORPORATION
Incorporated in
STATE OF FLORIDA
Employer Identification
NO. 59-0792436
5100 W. LEMON STREET
TAMPA, FLORIDA 33609
Mailing Address:
P. O. Box 31328
Tampa, Florida 33631-3328
Telephone No. (813)286-8383
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of July 31, 2000 the registrant had 10,382,024 shares, $.01 par value,
Class A Common Stock outstanding.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AMERISTEEL CORPORATION CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION
($ in thousands)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
(UNAUDITED)
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,492 $ 2,677
Accounts receivable, less allowance of $1,509
and $1,500 at June 30 and March 31, 2000
respectively, for estimated losses 82,312 82,577
Inventories 149,060 147,064
Deferred tax assets 5,600 5,600
Other current assets 3,311 3,189
--------- ---------
TOTAL CURRENT ASSETS 242,775 241,107
ASSETS HELD FOR SALE 7,080 7,434
PROPERTY, PLANT AND EQUIPMENT
Land and improvements 18,484 18,396
Building and improvements 42,205 42,070
Machinery and equipment 288,310 284,886
Construction in progress 45,118 37,090
--------- ---------
394,117 382,442
Less allowances for depreciation (123,553) (117,066)
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 270,564 265,376
GOODWILL 79,708 80,819
DEFERRED FINANCING COSTS 937 1,088
OTHER ASSETS 8 11
--------- ---------
TOTAL ASSETS $ 601,072 $ 595,835
========= =========
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
AMERISTEEL CORPORATION CONSOLIDATED
STATEMENTS OF FINANCIAL POSITION -- continued
($ in thousands)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
2000 2000
(UNAUDITED)
--------- ---------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 49,658 $ 54,180
Salaries, wages and employee benefits 16,235 19,647
Environmental remediation 833 1,294
Other current liabilities 2,763 8,393
Interest payable 1,960 1,865
Current maturities of long-term borrowings 90,313 90,311
--------- ---------
TOTAL CURRENT LIABILITIES 161,762 175,690
LONG-TERM BORROWINGS, LESS CURRENT PORTION 137,304 124,668
OTHER LIABILITIES 22,634 22,032
DEFERRED TAX LIABILITIES 47,507 47,507
SHAREHOLDERS' EQUITY
Class A Common Stock, $.01 par value; 100,000,000 shares authorized
at June 30, and March 31, 2000. 10,382,184 and 10,377,183 shares
outstanding at June 30, and March 31, 2000, respectively 104 104
Capital in excess of par 158,128 158,117
Retained earnings 73,770 67,882
Deferred compensation (137) (165)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 231,865 225,938
--------- ---------
TOTAL LIABILITIES AND SHAREHODLERS' EQUITY $ 601,072 $ 595,835
========= =========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
AMERISTEEL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999
(UNAUDITED) (UNAUDITED)
--------- ---------
<S> <C> <C>
NET SALES $ 182,046 $ 187,240
Operating Expenses:
Cost of sales, excluding depreciation 151,700 148,004
Selling and administrative 8,613 10,552
Depreciation 6,492 5,637
Amortization of goodwill 1,111 1,084
Other operating income (net) -- (11)
--------- ---------
167,916 165,266
INCOME FROM OPERATIONS 14,130 21,974
--------- ---------
Other Expenses:
Interest 3,426 3,729
Amortization of deferred financing costs 151 111
--------- ---------
3,577 3,840
--------- ---------
INCOME BEFORE INCOME TAXES 10,553 18,134
Income taxes 4,665 7,687
--------- ---------
NET INCOME $ 5,888 $ 10,447
========= =========
EARNINGS PER COMMON SHARE - BASIC $ .57 $ .99
EARNINGS PER COMMON SHARE - DILUTED $ .56 $ .98
Weighted average number of common shares outstanding 10,381 10,550
Weighted average number of common and common
equivalent shares outstanding 10,452 10,635
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
AMERISTEEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999
(UNAUDITED) (UNAUDITED)
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,888 $ 10,447
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 7,754 6,832
Other (390) 217
Changes in operating assets and liabilities:
Accounts receivable 265 (16,343)
Inventories (1,996) 12,199
Other assets (119) (310)
Current and other liabilities (13,326) 7,737
-------- --------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,924) 20,779
-------- --------
INVESTING ACTIVITIES
Additions to property, plant and equipment (11,287) (9,713)
Asset acquisition -- (17,663)
Proceeds from sales of property, plant and equipment 23 22
Proceeds from sale of assets held for sale 354 --
Use of restricted IRB funds -- (12)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (10,910) (27,366)
-------- --------
FINANCING ACTIVITIES
Proceeds from issuance of new debt -- 1,500
Proceeds from (payments to) short-term and
long-term borrowings, net 12,638 6,231
Proceeds from sale of common stock 88 72
Redemption of common stock (77) (274)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 12,649 7,529
-------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (185) 942
Cash and cash equivalents at beginning of period 2,677 3,219
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,492 $ 4,161
======== ========
</TABLE>
5
<PAGE>
AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A -- BASIS OF PRESENTATION
The consolidated financial statements include the accounts of AmeriSteel
Corporation, a Florida corporation and its wholly owned subsidiary (AmeriSteel
Finance Corporation, a Delaware corporation) (together, the "Company") after
elimination of all significant intercompany balances and transactions.
The Company is a majority owned subsidiary of FLS Holdings, Inc. (FLS), whose
only business is to own common stock of the Company. FLS was a wholly owned
subsidiary of Kyoei Steel, Ltd. (Kyoei), a private Japanese minimill company. In
September 1999, Kyoei sold 88% of its interest in FLS to Brazilian steel
manufacturer, Gerdau S.A. (Gerdau) through one of Gerdau's Canadian subsidiaries
(Change in Control). As a result, Gerdau is the majority owner of the Company,
with an indirect controlling interest of approximately 76%. Kyoei retains an
indirect 10% minority interest in the Company while an institutional investor
owns approximately 4% of the common stock of the Company. Executives and other
employees own the remaining 10% of the Company's common stock. Push down
accounting has not been applied to the financial statements of the Company as a
result of the Change of Control, therefore the historical cost basis of the
Company's assets have not been changed.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all the information or footnotes necessary for a complete presentation of
financial condition, results of operations and cash flows in conformity with
generally accepted accounting principles. However all adjustments which, in the
opinion of management are necessary for a fair presentation, have been included.
Such adjustments consisted of only normally recurring items.
It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the Company's
latest annual report on Form 10-K. The results of the three months ended June
30, 2000 are not necessarily indicative of the results to be expected for future
periods.
In March 2000, the Board of Directors approved changing the fiscal year end of
the Company from March 31 to December 31 effective for the period ending
December 31, 2000.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
EARNINGS PER COMMON SHARE: Basic earnings per common share is based upon the
weighted average number of common shares outstanding during the period and the
diluted earnings per common share is based upon the weighted average number of
common shares plus the dilutive common equivalent shares outstanding during the
period. The following is a reconciliation of the basic and diluted earnings per
common share computations shown on the face of the accompanying consolidated
statements of income (in thousands, except per share data):
6
<PAGE>
AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
2000 1999
(UNAUDITED) (UNAUDITED)
--------- ---------
<S> <C> <C>
Income before extraordinary item $ 5,888 $10,447
Extraordinary item -- --
------- -------
Net income $ 5,888 $10,447
Weighted average number of common shares
outstanding (in thousands) 10,381 10,550
Dilutive effect of stock option plan (in thousands) 71 85
Weighted average number of common and common
equivalent shares outstanding (in thousands) 10,452 10,635
Basic EPS:
Income before extraordinary item $ .57 $ .99
Extraordinary item -- --
------- -------
Net income $ .57 $ .99
======= =======
Diluted EPS:
Income before extraordinary item $ .56 $ .98
Extraordinary item -- --
------- -------
Net income $ .56 $ .98
======= =======
</TABLE>
RECLASSIFICATIONS: Certain amounts in the prior period financial statements have
been reclassified to conform to the current financial statement
presentation.
NOTE C -- INVENTORIES
Inventories consist of the following:
($ in thousands)
JUNE 30, MARCH 31,
2000 2000
(UNAUDITED)
--------- --------
Finished goods $ 89,416 $ 96,165
Work in-process 23,522 14,818
Raw materials and operating supplies 36,122 36,081
-------- --------
$149,060 $147,064
-------- --------
7
<PAGE>
AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NOTE D -- BORROWINGS
Long-term borrowings consist of the following:
($ in thousands)
JUNE 30, MARCH 31,
2000 2000
(UNAUDITED)
--------- --------
Revolving Credit Agreement $101,845 $ 89,130
Industrial Revenue Bonds 33,195 33,195
364-Day Facility 90,000 90,000
Senior Notes 1,000 1,000
TVA Loan 1,309 1,357
Capital Lease 268 297
-------- --------
Total Borrowings 227,617 214,979
Less Current Maturities 90,313 90,311
-------- --------
Total long-term borrowings $137,304 $124,668
-------- --------
NOTE E -- ENVIRONMENTAL MATTERS
As the Company is involved in the manufacture of steel, it produces and uses
certain substances that may pose environmental hazards. The principal hazardous
waste generated by current and past operations is EC dust, a residual from the
production of steel in electric arc furnaces. Environmental legislation and
regulation at both the federal and state level over EC dust is subject to
change, which may change the cost of compliance. While EC dust is generated in
current production processes, such EC dust is being collected, handled and
disposed of in a manner which management believes meets all current federal and
state environmental regulations. The costs of collection and disposal of EC dust
are being expensed as operating costs when incurred. In addition, the Company
has handled and disposed of EC dust in other manners in previous years, and is
responsible for the remediation of certain sites where such EC dust was
generated and/or disposed.
In general, the Company's estimate of the remediation costs is based on its
review of each site and the nature of the anticipated remediation activities to
be undertaken. The Company's process for estimating such remediation costs
includes determining for each site the expected remediation methods, and the
estimated cost for each step of the remediation. In all such determinations, the
Company employs outside consultants and providers of such remedial services to
assist in making such determinations. Although the ultimate costs associated
with the remediation are not known precisely, the Company has estimated the
total remaining costs to be approximately $2.3 million with these costs recorded
as a liability as of June 30, 2000. Of this amount, the Company expects to pay
approximately $833 thousand within one year.
The Tampa mill site contained slag and soil that was contaminated with EC dust
and polychlorinated biphenyl ("PCBs") generated by past operations. The volume
and mass estimates of the contamination was based on analytical data from soil
borings, soil samples and groundwater-monitoring wells. The remediation approach
selected by the Company, excavation and on-site treatment and disposal, was
approved, and a permit issued, by the U.S. Environmental Protection Agency
during fiscal 1996 and by the Florida Department of Environmental Protection
(EPA) during fiscal 1998 and the Company received a signed Consent Order in
fiscal 1998. The soil remediation work is completed. The remaining costs for the
groundwater remediation is estimated to be $.5 million and the Company expects
cleanup at this site to be substantially completed during 2001.
8
<PAGE>
AMERISTEEL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Sogreen site, a third party site, contained EC dust from the Company that
was shipped to the site for recycling. The Company has been named as a
potentially responsible party (PRP) for this site, and thus its estimated share
of the remediation costs was approximately 43% of the total estimated
remediation cost of approximately $4.3 million. The estimate includes the cost
of soil remediation and groundwater remediation based on an approach approved by
the Georgia Environmental Protection Division. If the other PRPs were not to
fulfill their obligations, the Company's management believes that the impact of
additional future costs attributable to the Sogreen site on the Company's
results of operations, financial condition and liquidity, would not be
significant. The cleanup at this site was substantially completed during fiscal
1999.
The Stoller site, a third party site, contained EC dust and other wastes from
other PRPs and EC dust from the Company that was sent for recycling. The Company
was named as a PRP for this site. Outside contractors measured the remediation
volumes and masses during the cleanup process. On-site treatment, disposal and
construction of a vault cap were completed by the PRPs under a consent order
with the State of South Carolina. The soil cleanup at this site was completed
during fiscal 1999. A Settlement Agreement was lodged by the State of South
Carolina with the Federal Court in 1997. The Settlement Agreement contains an
allocation which attributes approximately 2% of the remaining estimated $10
million groundwater remediation cost to the Company. The non-participating PRPs
have intervened in the pending court proceedings to contest approval of the
Agreement. In August 1999, the Federal Court ruled the Administrative Record was
not sufficient to make a ruling on the Settlement Agreement. The Federal Court
litigation is currently stayed. The State of South Carolina and all interested
PRPs are currently in mediation with a mediator provided by the EPA with a goal
of obtaining a global settlement of all financial responsibilities of the site.
Based on past use of certain technologies and remediation methods by third
parties, evaluation of those technologies and methods by the Company's
consultants and third-party estimates of costs of remediation-related services
provided to the Company or which the Company and its consultants are aware, the
Company and its consultants believe that the Company's cost estimates are
reasonable. Considering the uncertainties inherent in determining the costs
associated with the clean-up of such contamination, including the time periods
over which such costs must be paid, the extent of contribution by parties which
are jointly and severally liable, and the nature and timing of payments to be
made under cost sharing arrangements, there can be no assurance the ultimate
costs of remediation may not be greater or less than the estimated remediation
costs.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
FACTORS THAT MAY AFFECT OPERATING RESULTS
This report contains certain forward-looking statements that are based on the
beliefs of the Company's management, as well as assumptions made by, and
information currently available to, the Company's management. Such statements
include, among others, (i) the highly cyclical nature and seasonality of the
steel industry, (ii) the fluctuations in the cost and availability of raw
materials, (iii) the possibility of excess production capacity, (iv) the
potential costs of environmental compliance, (v) the risks associated with
potential acquisitions, (vi) further opportunities for industry consolidation,
(vii) the impact of inflation and (viii) the fluctuations in the cost of
electricity. Because such statements involve risks and uncertainties, actual
actions and strategies and the timing and expected results thereof may differ
materially from those expressed or implied by such forward-looking statements.
The following presentation of management's discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission.
GENERAL
The results of operations of the Company are largely dependent on the level of
construction and general economic activity in the U.S. The Company's sales are
seasonal with sales in the June and September quarters generally stronger than
the rest of the year. The Company's cost of sales includes the cost of its
primary raw material, steel scrap, the cost of converting scrap to finished
steel products, the cost of warehousing and handling finished steel products and
freight costs. The following table sets forth information regarding recent
results of operations.
10
<PAGE>
AMERISTEEL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION - Continued
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30,
(in thousands, except per share data) 2000 1999
--------- ---------
<S> <C> <C>
Net sales $ 182,046 $ 187,240
Cost of sales 151,700 148,004
Cost of sales as percent of net sales 83.3% 79.0%
Selling and administrative 8,613 10,552
Depreciation 6,492 5,637
Amortization of goodwill 1,111 1,084
Other expense (income), net -- (11)
--------- ---------
Income from operations 14,130 21,974
Interest expense 3,426 3,729
Deferred finance costs 151 111
--------- ---------
Income before income taxes 10,553 18,134
Income tax 4,665 7,687
--------- ---------
Net income $ 5,888 $ 10,447
--------- ---------
SHIPPED TONS
Mill finished goods
Stock rebar 177 181
Merchant bar 159 177
Rods 20 24
--------- ---------
Subtotal mill finished goods 356 382
Fabricated rebar 125 116
Billets 14 30
--------- ---------
Total shipped tons 495 528
========= =========
AVERAGE SELLING PRICES ($ PER TON)
Mill finished goods
Stock rebar $ 281 $ 274
Merchant bar 346 326
Rods 284 279
--------- ---------
Average mill finished goods 308 297
Fabricated rebar 437 455
Billets 219 203
Average mill finished goods prices (per $ 308 $ 297
ton)
Average yielded scrap cost (per ton) 113 98
--------- ---------
Average metal spread (per ton) $ 195 $ 199
========= =========
Average mill conversion costs (per ton) $ 128 $ 123
========= =========
</TABLE>
NET SALES: While pricing improved modestly from the quarter ended June 30, 1999,
prices for finished mill products softened considerably from the March 31, 2000
quarter particularly for merchant bar products. The unstable pricing environment
led to cautious customer demand and therefore lower shipment volumes.
Additionally, rebar prices, while improved from last
11
<PAGE>
year, remain at depressed levels due to competition from cheaply priced foreign
imports. Compared to the same quarter last year, higher mill selling prices
resulted in a 2.4% increase in revenues offset by a 6.2% decrease in sales
volume.
COST OF SALES: Higher mill conversion costs and scrap prices resulted in a 2.5%
increase in cost of sales in the June 30, 2000 quarter compared to the same
period last year. Conversion costs increased due to higher spending related to
electricity, fuels and depreciation.
SELLING AND ADMINISTRATIVE: Selling and administrative expenses for the quarter
ended June 30, 2000 decreased 18.4% over the same period last year due primarily
to lower spending related to environmental matters and other spending
reductions.
INTEREST EXPENSE: Interest expense declined from $3.7 million for the quarter
ending June 30, 1999 to $3.4 million for the quarter ending June 30, 2000 due to
higher capitalized interest.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the quarter ended June 30, 2000 was
$1.9 million compared to $20.7 million net cash provided by operations for the
same period last year, the change a result of lower net income and higher
inventories. The Company spent $11.3 million related to capital projects, most
notably the melt shop modernization in Knoxville, Tennessee.
The Company recently completed the installation of its new melt shop in
Knoxville, Tennessee including a new continuous feed scrap system and 90-ton
furnace. Completing the two year project on-time and on-budget, the new melt
shop began operations July 18, 2000 and is now in the startup phase.
The $90 million 364-Day Facility matures in January 2001 and is therefore
reflected as a current liability on the Company's financial statements. The
Company is in the process of refinancing this debt to extend its maturity and to
provide additional borrowing capacity. The Company believes that its efforts
will be successful and that amounts available from operating cash flows and
funds available through its current and/or new Revolving Credit Agreement(s)
will be sufficient to meet its expected cash needs and planned capital
expenditures for the foreseeable future. The Company continues to comply with
all of the covenants of its loan agreements.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The interest rates charged on the Company's debt are predominantly variable, the
majority of which is based on LIBOR (London Interbank Offered Rate). 1.1% of the
Company's debt is at a fixed interest rate, therefore the Company is subject to
changes in interest expense due to fluctuations of interest rates in the
markets.
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as exhibits to this Quarterly
Report on Form 10-Q:
Exhibit 27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K:
None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERISTEEL CORPORATION
Date: August 11, 2000 /s/ PHILLIP E. CASEY
-------------------------------------
Phillip E. Casey, President and
Chief Executive Officer
Date: August 11, 2000 /s/ TOM J. LANDA
-------------------------------------
Tom J. Landa, Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer);
Director
13
